Terms & Conditions
All products and services supplied by the Company are subject to the following terms and conditions
- “The Company” means Design Junkie Limited (company number 3900540).
- “Work” means all creative conceptual ideas and designs, corporate literature, including company stationery, brochures and leaflets, all web services and digital marketing, promotional aids, market research, direct marketing, copywriting and other material in any format used, originated or prepared for and by the Company.
- “Stage” or “Phase” refers directly to the outlined work schedules as detailed in the main proposal.
- “The Purchaser” means any person, Company, partnership, organisation or body at whose application Design Junkie Ltd agrees to provide services under the terms of the agreement.
2.Presenting for business
- Other presented ideas not selected for the specific purpose for which a presentation was made by the Company shall remain the property of the Company and shall not be used by the Purchaser without the written consent and prior approval of the Company.
- If a presentation is not successful all the design proposals remain the property of the Company and all Work which has been submitted to the Purchaser must be returned to the Company within fourteen days.
When the Company supplies estimated costs as a guide the Company’s reasonable endeavours are made to ensure these costs reflect the Work being considered. However, they are not a quotation and do not form the basis of any Contract. All estimates are valid for 28 days, then subject to review.
- Individual projects may be priced and quoted for prior to Work commencing. All quoted prices are open for acceptance within twenty eight days, thereafter subject to confirmation. No order shall create a Contract until it is accepted in writing by the Company.
- The time scale of the Purchaser’s work may vary considerably due to many factors outside the Company’s control after the job has commenced. The Company’s internal cost element of all quotations will be held firm for as long as possible but the Company reserves the right to pass on any unavoidable increases in these costs after a reasonable period from acceptance of Work.
- Each Stage (phase) of Work is costed separately; and will be invoiced as soon as the Work in each Stage (phase) is completed.
- All Purchaser’s alterations to the original brief that result in new Work previously unidentified in the original quote are charged extra.
- All prices quoted are subject to VAT at the rate in force at the time of invoice.
5. Termination payments
If a project is terminated at any time all the Work carried out up to that time will be invoiced plus additional reasonable costs for any commitments made in connection with this Work worked out as a percentage of the stage reached. The termination payment will be calculated based upon the percentage of the Work completed in relation to the size of the full commission. This percentage will then relate directly to the initial agreed quotation as a reasonable estimate of the Company’s loss.
- As designers the Company reserves the right to be credited for any Work produced along with photographers, illustrators, third parties and printers.
- As web developers we reserve the right to create hyperlinks to your site as an example of our combined work. In the event of the website no longer being available online, the Company will be permitted to hyperlink to a copy of the site remotely hosted on their own server. In this situation, ecommerce will always be disabled.
Each of the Company and the Purchaser undertakes to the other not to divulge confidential information regarding Work undertaken to any third party without prior authority from that other party.
8. Terms of payment
- Unless otherwise expressly stated on the Company’s invoice, payment for all products and services shall be made net on or before the 28th day (“the due date”) following the date of the invoice.
- In the event that any Contract requires large disbursements an initial fee may be required within seven days of starting the Contract.
- If full payment is not received by the due date:
- The Company shall be entitled to interest from the due date on the unpaid amount accruing on a daily basis at the rate prescribed by the Late Payment of Commercial Debts (interest) Act 1998: and
- The Company shall have the right to suspend any further Work under the particular Contract or any other Contract until payment is made in full and in addition shall have the right by notice in writing to the Purchaser to treat any such Contract as repudiated by the Purchaser and to recover all losses and expenses suffered by the Company as a result of such repudiation.
9. Domain transfers
The Purchaser may request that the Company transfer to it any domain name for which it has paid in full and subject to the Purchaser’s instructions on transfer being in writing on its company letterhead; to all outstanding invoices having been satisfied in full; and to a transfer fee of £25 to compensate time being paid in advance, the Company shall use its reasonable endeavours to effect such transfer
10. Risk and Title
- Title of all products and services supplied by the Company shall remain with the Company until such
time as payment of the total price has been made, in accordance with the various terms in these conditions.
- If payment of the total price is not made by the due date the Company shall have the right to enter on the premises where the products are and to retake possession of the whole or any part of them.
- Risk in all property belonging to the Purchaser which may from time to time come into the possession of the Company or its subcontractors, agents, employees or representatives (including but not limited to data, files and the like) shall remain with the Purchaser.
If there is any default or breach of any of the Purchaser’s obligations hereunder or in any payments due to the Company under any Contract whatsoever or if any distress, execution or other legal process shall be levied upon or served out against the Purchaser’s property or assets or if any petition or receiving order shall be presented or made against the Purchaser or the Purchaser is a Company, any resolution or petition to wind it up shall be passed or presented, or if a receiver of all or any of its
assets shall be appointed, then (without prejudice to other remedies) in each and every case the Company shall have the right at any time to determine the Contract and to cancel any outstanding delivery and to stop any products in transit and, notwithstanding any other provisions, payment in respect of any delivery already made shall be immediately due.
12. Intellectual property rights
- The Company retains the entire copyright and all other rights worldwide in the Work.
- The Company shall obtain all usage rights in Work commissioned or licensed from third parties as are deemed necessary by the Company at the time such material is selected or obtained.
- The Purchaser will not make any use of the Work except agreed in advance by the Company.
- Subject to iii above, the Company will normally be prepared on termination of contractual relations with the Client to provide the Purchaser with copies of the Work on disc, but this will be subject to agreement of appropriate restrictions on any further use of the Work by the Purchaser and to payment of the Company’s expenses and internal time costs incurred in producing the disk(s) or other materials supplied in whatever format.
The Company will use all reasonable endeavours to meet delivery dates required by the Purchaser but any delivery date quoted is an estimate only and is not of the essence of the Contract.
The Purchaser shall accept full responsibility that products ordered are sufficient and suitable for its purposes and in any event the Purchaser accepts responsibility for ensuring compliance with statutory, safety and legal regulations relating to information supplied on/or about the use of products and or services which appear in the Work the Company produces.
15. Variation and cancellation
The terms of the Contract may not be varied nor may the Contract or deliveries thereunder be suspended or cancelled without the Company’s prior consent in writing.
The Company warranties that services which it provides shall be fit for their intended purpose and of a good and satisfactory quality but, subject to the terms of condition 17 below, all other warranties and representations whether express or implied are fully excluded to the fullest extent allowable by law.
- Nothing in these terms and conditions or in any Contract will operate to exclude or limit the Company’s liability to the Purchaser for death or personal injury caused by its negligence and the remaining provisions of this condition 17 are subject to this condition 17i.
- The Company shall not be liable to the Purchaser for any damage to software, damage to or loss of data, loss of profit or anticipated profits, revenues, loss of anticipated savings, goodwill or business opportunities or for any indirect or consequential loss or damage howsoever arising.
- The Company shall not be liable to the Purchaser for the posting of content to any website on the Purchaser’s behalf where the Purchaser has either specifically requested the Company to do so or given the Company general or deemed authority to do so.
- The Company shall not be responsible for any issues arising out the misuse of any website by visitors or any such visitors’ abuse of any facilities provided by the Purchaser through any website including, but not limited to, competitions, offers, vouchers or other forms of promotion.
- The Company shall not be liable for failure to address compliance issues which are specific to the Purchaser’s business unless:-
- the Purchaser has advised the Company of such issues in full detail and provided sufficient information and assistance to the Company to enable the Company to deal with such requirements;
- the Purchaser is responsible for the additional cost of providing such services; and
- the Company has failed to follow the Purchaser’s specific instructions in relation to them;
- Without limiting the generality of clause 17v above the Company shall not be required to provide any specialised content for any legal, regulatory or other notices which are specific to the Purchaser’s business and shall not be liable for any loss suffered by the Purchaser as a result of any such notices which the Company may produce
- The Company shall not be liable for any defect in any goods or services which it provides where such defects arise as a result of:-
- system failures;
- the Purchaser’s hardware or software;
- coding errors;
- any defect in any specification provided by the Purchaser;
- any operation of any website undertaken by the Purchaser (for instance, competitions);
- any estimates or forecasts being exceeded; or
- the update to or improvement in any technology which were not commonly used prior to the date on which the Contract in question commenced.
- The Company does not warrant any specific results or estimate for any marketing activities which it may be engaged to carry out by the Purchaser including but not limited to, search engine optimisation services or marketing via social media be the ability to use any website through mobile devices or applications for mobile devices.
- The aggregate liability for the Company to the Purchaser under the terms of the Contract shall be limited to [the amount to be paid under it].
- The Company will not be liable for any loss or damage caused by any defect in the Works or in any other goods and/or services provided to the Purchaser unless the Purchaser has notified the Company of such defect (with sufficient detail to enable the Company to identify the type and cause of it) within one month of the date of completion of the Works or the termination of the Contract (whichever is earliest).
- Where any part of the Works is defective the Company’s liability shall be limited to the replacement of the defective Work or the reimbursement of the cost for the defective Work (at the Company’s discretion)
- The restrictions on the Company’s liability contained in this condition 17 shall apply to any liability of the Company’s sub-contractors to the Purchaser
18. The Purchaser’s obligations
- The Purchaser will indemnify us of any loss, damage or other expense, (including Legal costs) incurred by the Company as the result of any third party claims made against us as a result of your use of the service.
- The Purchaser will immediately notify the Company of any service defects.
- This agreement is not transferable without the Company’s written consent.
- The Purchaser will provide the Company with necessary information to build the website.
- The Purchaser will adhere to the specification laid out in this document. Occasionally extra functionality is requested through the build process. The Company will contact the Purchaser, and make it aware of the extra cost before continuing.
- All websites must carry the ‘© Design Junkie www.designjunkie.co.uk’ strapline.
- The Company reserves the right to refuse to construct a website that it judges as having unsuitable content. This includes but is not limited to sites containing adult content such as, pornography, sites promoting hatred towards persons belonging to a group, religion or sexual orientation and sites which infringe copyright or are contrary to any laws.
If the Company requests, the Purchasers shall pay a deposit of no less than 25% of the total quoted price before commencement of the services to be provided.
21.Sub-contracting and Assignment
The Company may at its sole discretion sub-contract or assign any part of its contract with the Purchaser and/or the provision of any goods or services under that contract to any person at any time.
- The Purchaser may not assign its rights or liabilities under the Contract without the Company’s prior written consent.
- Any lists or persons to be contacted received from you will be accepted on the basis that all necessary consents to the compilation of such lists have been obtained under the Data Protection Act 1998 or otherwise.
- The Company’s failure to enforce a term of the Contract shall not prevent the subsequent enforcement of that or any other term of the Contract.
- The construction validity and performance of the Contract shall be governed by the Laws of England.
- The English Courts shall have exclusive jurisdiction in any dispute or difference arising between the Companyand the Purchaser in relation to the Contract.
- The Company reserves the right to update these terms and conditions of business at any time without prior notice.